ADVISORY AND LEGAL DUE DILIGENCE
|
Brief/Project: |
US$20 Million Refinancing of Independent Power Plants (“IPPs”) between Africa Finance Corporation (“AFC”) and the Energy Company of Nigeria (“ENCON”) |
| Client: | Africa Finance Corporation |
| Short Description: | Advised on the overall transaction structure involving the creation of a facility agreement between the borrower and the lender with respect to the refinancing of the credit facilities of the IPPS, reviewed and analyzed Power Purchase Agreements, Operation and Maintenance Agreements; Gas Supply Agreements and EPC contracts for all five IPPs which were also corresponding subsidiaries of ENCON. Provided specific advice on Nigerian law and practice requirements for the perfection of security to be created for the lender as part of an overall security bouquet underpinning the transaction. |
|
Brief/Project: |
US$5 Million Sabon Gari Power Project |
| Client: | Sabon Gari Energy Solutions Limited |
| Short Description: | Provided turnkey legal advisory, documentation, compliance and structuring services to the Client from concept to delivery including local and off shore special purpose vehicle relations, transactions structuring, documentation and road map.
The Firm also advised the Company in a US$2.5 million capital raise by a strategic foreign investor. Our task involved drafting and reviewing transactional documents, corporate restructuring, tax advisory, investor interface and regulatory filings. |
|
Brief/Project: |
Energizing Economies Initiative |
| Client: | Rural Electrification Agency |
| Short Description: | Advised on the overall transaction structure, drafted and reviewed project collaboration agreements, negotiated with the market leaders and registration of transaction special purpose vehicles and market associations. |
|
Brief/Project: |
N42 Billion financing of the Egbin Power Project |
| Client: | Kepco Energy Resource Nigeria Limited |
| Short Description: | Advised on a N42 Billion financing of the acquisition by Kepco Energy Resource Nigeria Limited of shares owned in Egbin Power PLC by the Bureau of Public Enterprise. In this regard, we reviewed and advised upon the existing legal and regulatory framework for the Project as well as drafted and negotiated key project documents including the Sponsor Guarantee, Security Trust Deed and Accounts Agreement and Share Purchase Agreement. |
|
Brief/Project: |
100 MW PV Solar Plant Project in Bauchi State |
| Client: | Nigerian Solar Capital Partners |
| Short Description: | Worked with the team that advised on the 100 MW PV Solar Plant project in Bauchi State, Nigeria. |
|
Brief/Project: |
Azura IPP: Legal Advisory re Development of 450 MW open cycle gas turbine power plant in Azura, Edo State |
| Client: | ARM Investment Managers |
| Short Description: | Worked with Team that advised ARM Investment Managers on its investment in Azura Power for the development of a 450 MW open cycle gas turbine power plant in Azura, Edo State, Nigeria. Legal advisory included providing a Due Diligence report based on a review (from a local law and local industry standpoint) of the following: The Transaction Structure; Reviewed Transaction Agreements such as the Project Implementation Agreement, Joint Development Agreement and Joint Development Loan Agreement; Reviewed the Power Purchase Agreement with the Nigerian Bulk Electricity Trading PLC (NBET) PLC; Reviewed other transaction documents such as the Environmental Impact Assessment and Resettlement Plan I. |
|
Brief/Project: |
Acquisition of Abuja Distribution Company |
| Client: | Copperbelt Energy Corporation |
| Short Description: | Advised Copperbelt Energy Corporation (CEC), Zambia on the Acquisition of Abuja Electricity Company under the privatisation exercise undertaken by the Bureau of Public Enterprises (BPE). Services provided included the review of the Joint Development Agreement (JDA) between CEC and its partner, advised on Nigerian Law related issues with respect to the JDA, review of Industry and Transaction documents and Negotiated with BPE as part of the core negotiating team acting on behalf of the Disco Roundtable, formed to negotiate the general issues applicable to all the Disco Bidders. |
|
Brief/Project: |
Shiroro Power Station |
| Client: | Copperbelt Energy Corporation |
| Short Description: | Worked with Team that acted for Copperbelt Energy Corporation, Zambia on its investment with other partners in the acquisition of participatory interest for the refurbishment, operation and maintenance of the Shiroro Power Station (a 600MW Hydro Power Station in Niger State, Nigeria) under a Concession Agreement. |
|
Brief/Project: |
Legal Advisory re Gas Processing Plant |
| Client: | A Foreign Consortium (transaction in progress and under confidentialities) and Guaranty Trust Bank PLC |
| Short Description: | The Firm is part of a Consortium advising on a US$75Million equity and quasi equity capital raise for the financing of a 120MMscf/d Gas Plant Project in Delta State. The Project is being undertaken by a Joint Venture of foreign investors and the terms of reference for the advisory includes deal structuring, drafting of legal and commercial documentations, advising on regulatory and compliance frameworks. |
|
Brief/Project: |
Legal Advisory on a US$233 million capital raise |
| Client: | Wema Bank PLC |
| Short Description: | Partners of the Firm were members of the team that advised a Nigerian Bank on a $233 million capital raise to shore up its capital base and strengthen presence in the Nigerian retail lending space. |
|
Brief/Project: |
Class A rig Joint Venture worth US$600,000,000.00 |
| Client: | Indigenous Oil & Gas Company (transaction in progress and under confidentialities) |
| Short Description: | Under the local content regime, the Firm’s partners successfully advised a Nigerian oil service provider in a US$600,000,000.00 joint venture for the acquisition of class A rigs for use in Nigeria. Our instruction in this assignment included due diligence, multi-jurisdictional corporate documentation, tax planning advisory, opinions on Nigeria’s oil and gas legal framework, investment reparation laws, negotiation and deal structuring. |
|
Brief/Project: |
Merger between Two (2) Insurance brokerage Companies |
| Client: | Insurance Brokers of Nigeria Limited (“IBN”) |
| Short Description: | Legal Advisor to IBN, Nigeria’s foremost and largest insurance brokerage company in the on-going merger between IBN and another brokerage company. The Firm advised on structure of the merger, prepared all merger documents for filing at NAICOM and SEC, maintained requisite regulatory interface, advised on tax matrix for the transaction, etc. |
LEGAL DRAFTMANSIP AND RESEARCH
|
Brief/Project: |
Acquisition of Calabar Generation Company from the Niger Delta Power Holding Company Limited (NDPHC) |
| Client: | Investor |
| Short Description: | Advised on the acquisition of Calabar Generation Company from the NDPHC. In this regard, we reviewed and analysed the Power Purchase Agreements, Gas Supply Agreement and acquisition documents (Shareholders Agreements and Share Sale Agreements). |
|
Brief/Project: |
Acquisition of Benin Generation Company from the Niger Delta Power Holding Company Limited (NDPHC) |
| Client: | Investor |
| Short Description: | Advised on the acquisition of Benin Generation Company from the NDPHC. In this regard, we reviewed and analysed the Power Purchase Agreements, Gas Supply Agreement and acquisition documents (Shareholders Agreements and Share Sale Agreements). |
|
Brief/Project: |
10.4MW IPP Alausa Power Project |
| Client: | Lagos State Government |
| Short Description: | Advised on the Alausa power project. Reviewed and advised on Power Purchase Agreements, Operation and Maintenance Agreements; Gas Supply Agreements and Long Term Service Agreements for the 10.4MW IPP for Lagos State. |
|
Brief/Project: |
Geregu Power Plant project |
| Client: | Geregu Power PLC |
| Short Description: | Advised on the extensive bankability review on the Power Sector Chain Agreements including Power Purchase Agreements, Gas Supply Agreements and draft vesting agreements. |
REVIEW OF POLICIES AND REGULATIONS
|
Brief/Project: |
Water Supply and Sanitation Policy, Regulation, and Master Planning for Anambra State. |
| Client: | Partners for Water and Sanitation (PAWS) |
| Short Description: | PAWS and EUWSSSRP have been supporting water and sanitation sector reforms in Anambra State, Nigeria, for the improvement of Water Supply and Sanitation services in the State. A holistic reform programme was being implemented from Policy, Legal, and Institutional reforms, to capacity development. Member of team whose task involved the collaboration between technical advisers from the UK and the Anambra State Water and Sanitation Agencies. |
|
Brief/Project: |
Drafted the Nigerian Content Regulations |
| Client: | Nigerian Content Development and Monitoring Board |
| Short Description: | The Firm was one of the Firms appointed by the Nigerian Content Development and Monitoring Board to draft holistic regulations aimed at improving the participation of Nigeria Owned businesses in various aspects of Nigeria’s oil and gas industry. The Project involved working with multiple stakeholders in the oil and gas industry to ensure the outcome would be effective and efficient.
Upon Completion the project received praise and adoption by the various stakeholders in the industry. |
COMPLIANCE AND RISK MANAGEMENT SERVICES
|
Brief/Project: |
Comprehensive review, documentation, and presentation of the Contract Management activities of the Contract Compliance Centre |
| Client: | Infrastructure Concession Regulatory Commission (ICRC) |
| Short Description: |
The Contract Compliance Centre is responsible for the implementation of the PPP contract management role of the ICRC, and this requires contract monitoring, performance appraisal, and compliance assessment activities for about 80 PPP agreements. The ICRC developed clear objectives and plans for PPP Contract Management for 2012, and several activities were implemented within and outside the set plans and objectives. For the purpose of proper review of what was done, documentation of what was achieved, lessons learned, and presentation to feed into the 2013/14 strategic plan. Member of team that carried out a comprehensive review, documentation, and presentation of the 2012 activities of the Contract Compliance Centre. |
|
Brief/Project: |
9.7 MW Eko Blueline IPP Project |
| Client: | Raven Energy Limited |
| Short Description: |
Providing advisory services for the 9.7MW Dedicated Power project for the Eko Blueline Rail Project, a significant part of the Lagos metro rail project. Our instructions included advising on transaction structure, project vehicle advisory, registration and turnkey legal advisory, origination of legal documentations and compliance advisory services to the Client from the concept to delivery including local and off shore special purpose vehicle relations, transactions structuring, documentation and roadmap. |
|
Brief/Project: |
Structured the Nigerian Content Development Fund |
| Client: | Nigerian Content Development and Monitoring Board |
| Short Description: | The Firm’s partners led the team that advised on Nigeria’s Local Content Development fund which currently has about $1, 000, 000, 000.00 under management. In carrying out this assignment, we considered the optimal structure that would allow for long term viability and growth of the fund leading to the division of the fund into a credit guarantee unit and a private equity like investment unit with professional managers and custodians to shield the fund and the allocation process from third party interference thereby dealing with a major risk element in public fund strategies. |
|
Brief/Project: |
Independent Electricity Distribution Network License
Embedded Generation License |
| Client: | Ariaria Market Energy Solutions Limited |
| Short Description: |
Provided turnkey legal advisory, documentation, compliance and structuring services to the Client from concept to delivery including developing transaction matrix and roadmap, transaction documentation, equity and capital raise advisory, special purpose vehicle registrations, licensing advisory, investor and stakeholder documentation. Also advised and procured an Independent Electricity Distribution Network License and an Embedded Generation License for the Client within a one-year period enabling the development and commencement of the plant and distribution lines. |
|
Brief/Project: |
Structured and advised on franchising, repatriation of funds and importation of foreign technology |
| Client: | Hotel Franchisor (transaction in progress and under confidentialities) |
| Short Description: | The Firm advised an American Hotel brand on the structure, franchising, repatriation of funds and importation of foreign technology for a USD$250 Million Five Star Hotel project in Nigeria. To this end, the Firm was involved in origination of commercial documentations, interfacing with the National Office for Technology Acquisition and Promotion (“NOTAP”), immigration advisory and filings, tax advisory, etc. |
|
Brief/Project: |
Sura Power Project |
| Client: | Sura Independent Power Plant Limited |
| Short Description: | Secured Nigeria’s first ever eligible customer license which allowed for direct sale of power to the market cluster. This has led to a boost of productivity in this strategic economic cluster and given the project sponsors a regulatory cover for this laudable project.
An inter connected mini grid energy solution to over 1000 shops in Sura Shopping Complex, a busy business hub in Lagos Island, Lagos State. Provided turnkey legal advisory, documentation, compliance and structuring services to the Client from concept to delivery including multiple Power Purchase Agreement structuring for project viability, structuring and registration of special purpose vehicles, transaction structuring, documentation and roadmap. |
|
Brief/Project: |
Cluster 1 Clean Energy Project |
| Client: | Total Support Group |
| Short Description: |
Providing advisory services for the development of a clean energy project over the OML 26 in Nigeria’s South South Region. The project seeks to significantly eliminate gas flaring in the oil field by conversion of the flared gas into natural gas fed into a power plant thus leading to reduction in carbon footprint in the region. The Firm is providing the over legal structure, regulatory compliance and licencing; Transaction documentation including gas Sales and Purchase Agreement, Power Purchase Agreement, Stakeholder and Community Agreements etc. |
|
Brief/Project: |
N55 Billion Sukuk Issuance for Infrastructure by the Katsina State Government |
| Client | Ava Capital Partners |
| Short Description: | Acted as Solicitor to the trustees in a private sukuk bond issuance sponsored by a Katsina state Government of up to N55bn Naira. The Firm advised on the structure adopted for the Sukuk and drafted Sukuk Trust Deed, Sales Undertaking, Purchase Undertaking and reviewed other transaction documents required for the Sukuk. |
|
Brief/Project: |
$1 Million Private Equity Investment into an Agricultural Export Company |
| Client | AgroEknor Technology Limited |
| Short Description: | Advised on the onboarding of the Investor, negotiated and reviewed the Subscription Agreement, Shareholders Agreement and Director Service Agreements. Advised on the Compliance with regulators. |
|
Brief/Project: |
$2 Million Unsecured Loan Notes for a Solar Energy Company |
| Client | Oolu Energy Limited |
| Short Description: | Advised the Company to meet the conditions for the debt financing, reviewed the Loan Agreement and other transaction documentation. |
|
Brief/Project: |
N58 Million Asset Financing for Fleet Expansion for a Transport Company |
| Client | Lagos Bus Services Limited |
| Short Description: | Advised the Company to meet the conditions for the debt financing, reviewed the Loan and Security Agreements and other transaction documentation as well as the Maintenance Agreement for the Buses. |